A BVI business company is one of the most widely used companies in the world for holding shares, joint ventures and investments. It pays no corporate income tax in the BVI, can have one director and one shareholder living anywhere, and is formed in about a day. The rules have tightened since 2023, though: every company now files a yearly financial return, owners and directors are filed with the Registry, and anyone can ask for the list of a company’s directors. This guide covers setting one up and keeping it in good standing, from the BVI Financial Services Commission’s own texts, checked in October 2026.
What a BVI company is good for
- Holding shares in operating companies elsewhere, and selling them later. See where to put a holding company.
- Joint ventures and founder splits, with flexible share classes.
- Investment vehicles for a fund, a property or a single deal.
It is less suited to day-to-day trading with customers: banks and payment platforms ask more questions of a BVI company than of one in Hong Kong, Singapore, the UK or the US, and economic substance rules apply to many trading activities.
What you need
- A BVI registered agent. Only a licensed registered agent can incorporate a BVI company, and the company must keep a registered agent and a registered office in the BVI at all times. The agent also has to identify and verify every beneficial owner before acting.
- A name ending in “Limited”, “Corporation”, “Incorporated”, “Société Anonyme” or “Sociedad Anónima”, or the abbreviation Ltd, Corp, Inc or S.A.
- A memorandum and articles of association, which the registered agent signs as incorporator and files.
- At least one director, of any nationality and living anywhere, appointed within 15 days of incorporation. No company secretary is required.
- At least one shareholder. Shares can have a par value or none, in any currency; bearer shares have been prohibited since 2023.
Sources: BVI Business Companies Act (2020 revision) · Amendment Act 2022 · Amendment Act 2024 · FSC: incorporation guide
Step by step
- Choose the registered agent and complete its due diligence: passports, proof of address and source of funds for each director, shareholder and beneficial owner.
- Agree the name, the share structure and the articles. Most small companies are authorised to issue no more than 50,000 shares, which keeps the government fee at the lower rate.
- The agent files the memorandum and articles. A complete application is usually incorporated within one working day.
- Directors: appoint the first directors within 15 days of incorporation, and file the register of directors with the Registrar within 15 days of appointing them.
- Owners: file beneficial ownership information for everyone holding 10% or more within 30 days of incorporation. The register of members is filed with the Registrar too.
- Open the bank account. Expect detailed questions; see what banks ask a non-resident founder.
Sources: BVI FSC: BO regulations · Amendment Act 2024 · In force 2 Jan 2025 (S.I. 75/2024)
Fees and due dates
| Up to 50,000 authorised shares | More than 50,000 shares | |
|---|---|---|
| Incorporation | $450 | $1,200 |
| Annual fee | $450 | $1,200 |
| Annual fee due | 31 May if incorporated 1 Jan–30 Jun; 30 November if incorporated 1 Jul–31 Dec, starting the year after incorporation | Same |
| Paid late | 10% penalty if within two months of the due date; 50% after that | Same |
Sources: Fee order S.I. 82/2016 · Annual fee order S.I. 4/2022 · BC Act Schedule 1
Every year
- The annual fee on its due date (above).
- An annual financial return, filed with the registered agent within nine months of the year end: a balance sheet and an income statement, in the currency the company keeps its accounts in. It is not filed publicly. The BVI Act has no general audit requirement, so for most private companies this return, not an audit, is the yearly accounting obligation.
- Economic substance information, given to the registered agent within six months of the year end. Every company reports, including those that declare they carry on no relevant activity. A pure holding company needs adequate employees and premises in the BVI for holding its shares; companies in other relevant activities have fuller tests.
- Keep the filed registers up to date: directors, members and beneficial owners.
A company that fails to file its returns can be struck off, and its registered agent can’t obtain a certificate of good standing for it.
Sources: BC Act s.98A, s.213, s.235 · Financial Return Order 2023 · FSC circular on annual returns · Economic Substance Act · BVI ITA Rules
What is private, and what isn’t
- Directors: the register of directors is filed with the Registrar, and since January 2025 anyone can ask the Registrar for the list of a company’s directors.
- Shareholders: the register of members is filed with the Registrar but not made public.
- Beneficial owners: filed with the Registrar and not public, though since 2025 people with a legitimate interest relating to money laundering can apply for details of owners holding 25% or more.
- Financial return: held by the registered agent, not public.
So a BVI company is private, not anonymous: the authorities and your registered agent know who owns it, and your directors’ names can be found.
Sources: Amendment Act 2024 (s.118B) · BVI government: legitimate-interest access
Tax
The BVI levies no corporate income tax and no capital gains tax. That makes a BVI company tax-neutral, not tax-free: your own country may tax you on a company you control abroad, or treat it as resident if you run it from home. Ask your adviser before you rely on it; see company in one country, you in another.
Sources: BVI FSC: tax structure
An example
Invented for illustration. Hana in Seoul and Jonas in Berlin are going into a joint venture to own a software company in Vietnam, 60:40. They form a BVI company to hold the shares, with two share classes reflecting their deal, both of them as directors, and 50,000 authorised shares to keep the fee at US$450. Incorporated in March, their first annual fee falls due on 31 May the following year; the financial return goes to the registered agent nine months after their 31 December year end, and the substance information six months after it. Before signing, each checks with an adviser at home how their country treats a share in a foreign holding company.
Set up your BVI company with us
We work with a licensed BVI registered agent to file the company, prepare the documents, keep the annual fee, financial return and substance reports on time, and help with the bank account.
BVI company formationFrequently asked questions
How much does it cost to set up a BVI company?
The government fee is US$450 for a company authorised to issue up to 50,000 shares, or US$1,200 above that, and the same again each year. The registered agent’s and our fees come on top.
Can a foreigner set up a BVI company?
Yes. Directors and shareholders can be of any nationality and live anywhere. The company is incorporated by a licensed BVI registered agent, which must verify everyone who owns or controls it.
Does a BVI company have to file accounts?
Yes, privately. Since 2023 a BVI company files an annual financial return, a balance sheet and an income statement, with its registered agent within nine months of the year end. It isn’t made public, and the Act has no general audit requirement.
Are BVI company owners and directors public?
Owners aren’t: the register of members and beneficial ownership information are filed with the Registrar but not published. Directors are partly public: since January 2025 anyone can ask the Registrar for the list of a company’s directors.
When is the BVI annual fee due?
By 31 May each year for companies incorporated between 1 January and 30 June, and by 30 November for those incorporated between 1 July and 31 December, starting the year after incorporation. A late payment costs 10% within two months, then 50%.
General information for internationally mobile founders, not tax, legal or immigration advice for your situation. Rules and fees change; confirm your position with a qualified adviser in each country involved before acting.